Innovator and Healthcare Innovation Trust, a CHIME organization ("Healthcare Innovation Trust"), a tax-exempt affiliate of the College of Healthcare Information Management Executives, are entering into this Challenge Agreement (“Agreement”) for the CHIME National Patient ID Challenge (“Challenge”). In order to participate in the Challenge, Innovator must accept these terms, and therefore should take the time to understand them.
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1. Submissions. To participate in the Challenge, Innovator must submit submission materials (“Submission” or “Submission Materials”) in accordance with the Challenge Guidelines located on HeroX.com. Innovator agrees to provide additional information concerning the Submission to Healthcare Innovation Trust, if requested by Healthcare Innovation Trust or its judges.
2. Acceptance of Submission Materials and License to Use. Healthcare Innovation Trust will notify Innovator if Innovator’s Submission is a Concept finalist and if Innovator's Submission is selected as the winning solution of the Challenge (“Winning Solution”). Concept finalists and the Submission selected as the Winning Solution will be entitled to a prize (“Prize”) in accordance with the Challenge Guidelines and subject to the further terms and conditions of the Agreement. Judges selected by Healthcare Innovation Trust will evaluate the Submission based on the criteria set forth in the Challenge Guidelines rank the Submission, and make recommendations on the Concept finalists and the Winning Solution. Healthcare Innovation Trust will determine which submissions will be the Concept finalists and the Winning Solution. Innovator acknowledges that multiple submissions may meet the criteria of the Challenge Guidelines, and there is no guarantee or assurance that meeting the criteria set forth in the Challenge Guidelines will result in being selected as a Concept finalist or the Winning Solution.
By entering the Challenge, Innovator represents and warrants to Healthcare Innovation Trust that:
(a) All information provided by Innovator regarding Innovator and, if applicable, its business, experience and capabilities ("Innovator Information") is true, accurate, current, and complete information and Innovator will maintain and update the Innovator Information to keep it true, accurate, current and complete;
(b) If Innovator is an individual representing a business or other entity, Innovator is authorized to enter into the Agreement on behalf of that business or entity;
(c) Innovator’s entire Submission is an original work by Innovator and Innovator has not included: (i) third-party content (such as writing, text, graphics, artwork, logos, photographs, likeness of any third party, musical recordings, clips of videos, programs or movies); or (ii) third party intellectual property in or in connection with the Submission, unless: (x) expressly disclosed by Innovator in the Submission; and (y) Innovator has either obtained the rights to use such third-party content and/or third party intellectual property, or the applicable portion of the Submission is in the public domain without any limitations on use. For purposes of the Agreement, the term “intellectual property” and “intellectual property rights” means any, and all rights in, copyrights, inventions, patents, trademarks, trade secrets and any other proprietary rights in or to tangible or intangible property recognized in any jurisdiction in the world, whether or not registered or registerable;
(d) Subject to the foregoing subsection (c), if the Submission is made by the Innovator alone, no person or entity other than Innovator has any right, title or interest in any part of the Submission. If the Submission is made by Innovator on behalf of a group or consortium of entities, Innovator has secured the applicable rights, title and interest with respect to such group or consortium entities entitling Innovator to include such items in the Submission in accordance with the terms of the Agreement;
(e) Submissions and descriptions may not include trademarks or trade names of persons or entities, nor of their other intellectual property, without the permission of their respective owners. Unless otherwise disclosed in the Submission, the use of the Submission by Healthcare Innovation Trust, or the exercise by Healthcare Innovation Trust of any of the rights granted by Innovator under the Agreement, does not and will not infringe, misappropriate or violate any rights of any third party, including any intellectual property rights;
(f) Innovator has all the rights, licenses, permissions and consents necessary to submit the Submission;
(g) All persons engaged or retained by Innovator to work on or contribute to the Submission:
(i) Are either: (x) employees of Innovator and such employees have granted Innovator all rights to such employees contributions either under applicable law or by written contract; or (y) are independent consultants of Innovator and Innovator has secured ownership of any such contributions under a written agreement;
(ii) Have given Innovator their express written consent to submit the Submission;
(iii) Have provided written permission, as applicable, to include their name, image and/or pictures in or with the Submission Materials (or if a minor who is not Innovator’s child, Innovator must have the permission of their parent or legal guardian);
(iv) Unless set forth in the Submission and subject to the terms of Section 4, do not: (x) possess any claims for payment of any kind for use of their work or contribution; or (y) require any approval or consultation rights or any rights of participation arising out of any use, exhibition or other exploitation of the Submission; and
(v) Have not been and are not currently under any union or guild agreement that results in any ongoing obligations resulting from the use, exhibition or other exploitation of the Submission.
With respect to the terms set forth in subsections (a) through (g) above, upon request of Healthcare Innovation Trust or its judges, Innovator will provide documentation reasonably sufficient to demonstrate compliance with such requirements.
Innovator understands, recognizes and accepts that Healthcare Innovation Trust and its judges have had access to or may independently create (without the use of the Submission) materials and ideas which may be the same or similar to the Submission in concept, theme, idea, format or other respects. Innovator acknowledges and agrees that Healthcare Innovation Trust and its judges shall have the right to use such same or similar materials, and that Innovator will not be entitled to any compensation arising from Healthcare Innovation Trust's or its judges’ use of such materials. If Innovator’s entry is the same or similar to the Submission of another innovator, Healthcare Innovation Trust and its judges reserve the right, at their sole discretion, to score one Submission higher than the other or randomly select a Submission from similarly-situated submissions.
3. Confidentiality. By entering the Challenge, Innovator agrees that: (a) the media upon which the Submissions are submitted become Healthcare Innovation Trust's property and will not be returned; (b) subject to the further terms below, the Submission will be held in confidence by Healthcare Innovation Trust and its judges until such time as the Submission is selected for the Prize or any interim selection process; (c) the Submission will be sent to the judges selected for the Challenge for evaluation and judging, and to HeroX for purposes of assisting in managing and administering the Challenge on the HeroX platform; and (d) if the Submission is selected for further consideration as a Concept finalist or otherwise and/or is awarded a Prize, then Healthcare Innovation Trust and its licensees, successors and assignees shall have the right, subject to the terms of Section 4, to use any and all such Submission, and the names, likenesses, voices and images of all persons appearing in the Submission, for future advertising, promotion and publicity in any manner and in any medium now known or hereafter devised throughout the world in perpetuity.
Innovator shall not disclose to Healthcare Innovation Trust any information which Innovator is under an existing contractual or other legal obligation to maintain in confidence or otherwise does not have the right to disclose. Should Innovator’s participation in the Challenge be found to breach any legal obligations or if there is a breach of the confidentiality obligations in the Agreement, Innovator shall defend, indemnify and hold harmless Healthcare Innovation Trust, its affiliates and their respective trustees, directors, officers, employees, licensors, attorneys, representatives, suppliers and agents from and against all claims, actions or demands, liabilities, expenses, costs and settlements, including without limitation, legal, accounting and consulting fees, arising in connection with such breach.
4. Intellectual Property. In accordance with the Challenge Guidelines, Innovator must disclose whether it, a member of its group or consortium, or a third party has any intellectual property rights in or to the Submission, or any part or component thereof, along with a statement on whether the Submission is available on a royalty-free or non-royalty-free basis. All intellectual property, in or to the Submission, or any part or component thereof, created after the date the Challenge opened for registration (newly created intellectual property) is required to be made available to Healthcare Innovation Trust, healthcare providers and others in the marketplace generally on a royalty-free basis. All intellectual property in or to the Submission, or any part or component thereof, existing prior to the date the Challenge opened for registration (pre-existing intellectual property), may be provided to Healthcare Innovation Trust, healthcare providers and others in the marketplace generally, in Innovator's discretion, on a royalty-free or non-royalty free basis. If Innovator is providing the Submission, or any part or component thereof, on a non-royalty free basis, Innovator shall disclose the fees and other costs involved in the use of the intellectual property rights in the Submission. As part of the evaluation process and as a condition of formally awarding a Submission as the Winning Solution, Innovator will be required to enter into a written agreement with Healthcare Innovation Trust addressing the intellectual property rights pertaining to the Submission. Innovator acknowledges that failure to reach acceptable terms and conditions is a basis for removing the Submission for further consideration or awarding it as a Winning Solution. Depending on the Submission, Healthcare Innovation Trust and/or its judges reserve the right to clarify the terms of Innovator’s grant of intellectual property rights at any stage of the Challenge, including prior to the announcement of Concept finalists.
5. Changes and Cancellation. Healthcare Innovation Trust reserves the right to make updates and/or make any changes to, or to modify the scope of the Challenge Guidelines and Challenge schedule at any time during the Challenge. Innovators are responsible for regularly reviewing the Challenge site to ensure they are meeting all rules and requirements of and schedule for the Challenge. Healthcare Innovation Trust has the right to cancel the Challenge at any time, without warning or explanation, and to subsequently remove the Prize completely.
6. General Conditions. Healthcare Innovation Trust has the right to verify each Innovator's eligibility and compliance with the Agreement. Participation in the Challenge is conditioned on Innovator providing true, accurate, current and complete data required in the online registration form. Innovators should direct any request to access, update, or correct information to Healthcare Innovation Trust or HeroX.com as directed by Healthcare Innovation Trust. Healthcare Innovation Trust is not responsible or liable for errors or omissions associated with or relating to the HeroX.com platform or other factors beyond its reasonable control.
(a) Innovator is responsible for completing registration and submitting Submissions by the dates outlined in the Challenge Guidelines; Healthcare Innovation Trust is not required to accept late registrations or late Submissions;
(b) Innovators should not register with multiple e-mail and/or street addresses. In the event of a dispute as to any Submission, the authorized account holder of the email address used to enter will be deemed to be the person or entity who submitted the Submission;
(c) Innovator is responsible for any costs incurred by Innovator in preparing or submitting the Submission;
(d) Innovator is responsible for submitting accurate, complete and non-misleading information with the Submission; Healthcare Innovation Trust is not responsible for undertaking a review of any data submitted in the Submission, but reserves the right, at any time, to verify such data;
(e) Innovator is responsible for complying with any applicable federal, state and local laws in connection with the Submission;
(f) Innovator is responsible for obtaining any insurance related to its activities relating to the Challenge;
(g) Healthcare Innovation Trust is not liable for any activities undertaken by an Innovator to solve the Challenge; and
(h) Healthcare Innovation Trust reserves the right to remove from further consideration or disqualify a Submission or Innovator from the Challenge at any time.
The parties agree that the Agreement shall be governed by and interpreted in accordance with the laws of the State of Illinois, without giving effect to the choice of law rules thereof. The Agreement, together with the Challenge Guidelines, constitutes the final, complete and exclusive statement of the agreement of the parties relative to the subject matter hereof and supersedes all previous or contemporaneous oral and written proposals, negotiations, representations or understandings concerning such subject matter. The Agreement may be modified only pursuant to a writing executed by an officer of both parties. The parties expressly disclaim the right to claim the enforceability or effectiveness of any oral modifications to the Agreement or any amendments based on course of dealing, waiver, reliance, estoppel or other similar legal theory.